The Jebel Ali Free Zone Authority („JAFZA“)issued new company implementing regulations on 23.05.2016 (The Jebel Ali Free Zone Companies Implementing Regulations 2016; “IR”), which came into effect on 01.09.2016. However, JAFZA started to implement the IR in February 2017.

Apart from the existing legal company forms in JAFZ (Free Zone Establishment (“FZE”), Free Zone Company (“FZCO”) and Branch of a Foreign Company (“Branch”)), the IR introduce three new legal forms: Public Listed Company (“PLC”; similar to the Joint Stock Company in the mainland), Holding Company and Civil Company (only with the prior approval of JAFZA).

Furthermore, the IR contain the following important new provisions for FZEs and FZCOs:

  • Implementation of a standard template for the Memorandum and Articles of Association for FZEs and FZCOs (previously mandatory only for FZCOs); existing FZEs should adopt the new Memorandum and Articles of Association in due time in order to avoid penalties from JAFZA;
  • Possibility to amend the standard template for the Memorandum and Articles of Association for the FZEs and FZCOs subject to the approval of JAFZA;
  • Contribution to the share capital in kind (previously only in cash);
  • Introduction of different share classes (only for FZCOs);
  • Redemption of shares (only for FZCOs);
  • Possibility to pass a resolution in a shareholders’ meeting by way of a written circulation;
  • Possibility to participate at a shareholders’ meeting through means of modern communication (such as a video conference or telephone);
  • Pledge of shares, moveable and immovable assets.

 For more information or queries please contact Ms. Yulia Kasiyanova (yulia.kasiyanova[at]schlueter-graf.com) in our Dubai office.